BROSS & PARTNERS EXPERIENCE AND TRACK RECORDS IN THE LAST 2 YEARS RANKINGS OF US. LEGAL500 Asia Pacific

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1 BROSS & PARTNERS EXPERIENCE AND TRACK RECORDS IN THE LAST 2 YEARS RANKINGS OF US LEGAL500 Asia Pacific BROSS & PARTNERS has been ranked by Legal500 Asia Pacific in four consecutive years from 2012 to 2015 as Leading Firm in Vietnam. Following is ranking of 2015: Corporate and M&A: Bross & Partners department head Luong Van Trung is valued for his legal experience and strong knowledge. The team, which provides really good service, acted for Vietnam Cambridge Holding Group on its acquisition of a 30% stake in Hoan Khue Film Production JSC. Tran Anh Hung is also recommended. Resolution: Bross & Partners displays great understanding and is very diligent. The team represented Mara Brok in settling a product quality dispute with cashew nuts supplier VinaCommodities. Hoang Van Dzung heads the team. Real Estate & Construction: Bross & Partners combines excellent service with practical experience. The team acted for Aummee Joint Stock Company in drafting a lease agreement between the client and Nam Long Investment Corporation for a school premises in the Nam Long area. Tran Anh Hung, Tran Quang Huy and Pham Khai Hoan are experienced, very responsive and knowledgeable. Intellectual property: Le Quang Vinh heads the team at Bross & Partners, which is representing Polvita Trading in an ongoing action seeking to cancel infringing trade marks registered by Paris-France Pharmacy and in opposing applications for Polvita trade marks made by the infringer. The firm is also acting for Vietnam Dairy Products JSC (Vinamilk) in registering its 30 trade marks in 50 jurisdictions around the world in conjunction with relevant local counsel.

2 Chambers & Partners BROSS & PARTNERS is ranked as Leading Firm for Real Estate and Recognised Practitioner for Resolution in Vietnam What the team is known for Highly active in real estate sector, advising clients on management and contractual issues related to projects. Also active on PPP financing. Strengths (Quotes mainly from clients) "Very skilful and knowledgeable." "We are satisfied with all that they do." "Their fees are reasonable and meet our budget." Work highlights Representing Bitexco on its investment in the Dâu Giây Phan Thiêt Highway PPP project. Acted for the developer Handico in the establishment of a joint venture company formed with two other developers for the purpose of managing the Vinh Tân New Urban Development Project. Notable practitioners Tran Anh Hung heads the department and is a key contact. IFLR1000 BROSS & PARTNERS is ranked as Recognised Firm for Financial and Corporate M&A The firm s managing partner is Luong Van Trung. He is supported by partner Tran Anh Hung who acted for Petrolimex Alsphat in its acquisition of a bitumen depot owned by one of the world s largest oil and gas exploration and production companies. In a different matter, the Bross team represented New Hope Singapore in acquiring all equity of New Hope subsidiaries in Vietnam due to internal restructuring of the New Hope Group. Separately, the firm was also involved in the dividing of a foreign-owned company into two business entities. The split of Minda Vietnam was the first of its kind in Vietnam and involved the separation of land in which nearly half of the land lease was transferred to the newly formed company. Bross & Partners operates from its offices in Hanoi and Ho Chi Minh City, and has in May 2013 added foreign M&A and trade partner Youngdae Kim to its team from Korean law firm, DR & AJU International Law Group (DR&AJU). 2

3 Asialaw Profiles BROSS & PARTNERS is ranked as Highly Recommended Firm for Corporate and M&A, Real Estate & Construction, Resolution, Intellectual Properties The firm garners praise from domestic and foreign clients, with some preferring the partnership over other firms they have dealt with. Bross & Partners provides a better understanding of our needs, notes a client, while another satisfied client says: We have used other law firms in the past, but Bross & Partners offers more, so we prefer this firm. Bross & Partners corporate and commercial practice advises on the drafting of by-laws and other corporate documents such as internal regulations and compliance policies. The practice has handled a number of corporate transactions some of which were large real estate and construction projects in Vietnam. Managing partner Luong Van Trung is leading a team that has been advising BITEXCO Group, an investor for the construction of the Dau Giay Phan Thiet expressway project (DPEP), the first PPP project being undertaken in the toll road sector in Vietnam. BITEXCO Group holds 60% equity interest in the project. The estimated capital investment in the DPEP is US$780 million. In dispute resolution, the notable case saw the firm represent Tran Hong Quan Trading, the developer of Crowne Plaza Complex, in a dispute over the recovery of US$1.56 million in outstanding debt, which was settled in December Vietcombank instructed the firm s intellectual property practice to assist in registering IP rights for its new device mark in 47 countries including the EU, US, Canada, Japan, Russia, Korea and India. Senior partner and IP attorney Le Quang Vinh handled the matter. Bross & Partners is the official consultant of Vietcombank. ASIA-MENACOUNSEL BROSS & PARTNERS is ranked as The Law Firm of The Year 2014 for Resolution in Vietnam 3

4 KEY DEALS IN RECENT 02 YEARS M&A, Corporate and Transaction Advice Advising and preparing the term sheet and draft of the Joint Venture (Shareholder) Agreement for a corporation in Vietnam who was selected to be the first investor in a project 1 of investment and operation of an express way with total estimated investment of US$780. This is the first project implemented in the form Infrastructure (PPP) US$780 Million of Public Private Partnership (PPP) in accordance with Decision No. 71/2010/QĐ-TTg dated 9 November 2009 by the Primer Minister of Vietnam. Advising a US based investment fund in acquiring 30% of shares in a Vietnamese film 2 company, including: draft and negotiation of investment agreement, shareholder agreement, new Charter (Articles of Association) and investment registration. M&A US$1.5 Million 3 Advising and assisting a MB Captial on forming MB Capital Bond Fund (MBBF) (a mutual fund of fixed income investment) Fund Formation >US$2.5 Million 4 Advising and assisting a MB Captial on forming MB Capital Value Fund (MBVF) (a mutual fund of equity investment) Fund Formation >US$2.5 Million 5 Providing legal advice for an M&A case between a leading Korean corporation and one of the five leading textile and garment companies in Vietnam. M&A >US$10 Million 4

5 6 Advising on merger of a financial company into a private bank, drafting agreements for the merger and registerting the merger with the licensing authorities. M&A and Finance >US$20 Million 7 Advising on legal aspects and procedures for Joint Venture Agreement, Bancassurance and setting up a joint-venture company operating in life insurance in Vietnam between a one of the top private bank of Vietnam and a top finance insurance company of Belgium. Corporate and Insurance >US$50 Million 8 Advising on and conducting procedures for registration of a long-term and medium-term foreign loan contract with State Bank of Banking & Finance >Euro2.3 Million Vietnam for a Japanese Company in Vietnam. 9 Providing legal advice for an M&A case (transfer 50% of share capital) between a leading American real estate and entertainment Group and one of the leading Real estate companies in Ho Chi Minh City, Vietnam. M&A and Real Estate >US$160 Million Providing legal advice for an M&A case 10 (transfer 70% of share capital) between a leading American real estate and entertainment Group and one of the leading real estate companies in Hanoi, Vietnam. M&A and Real Estate >US$80 Million 11 Providing legal advice for an M&A case (transfer 80% of share capital) between a leading real estate Group head office in Hong Kong and one of the leading real estate companies in Hanoi, Vietnam. M&A and Real Estate >US$50 Million 12 Providing legal advice for an M&A case (transfer 100% of share capital) between a leading Korean construction Group and one of the leading construction companies in Hanoi, M&A & Finance >US$30 Million Vietnam. 5

6 Providing legal advice for an M&A case (issue more than 20 million new shares to a foreign 13 investor) between a leading Japanese financial M&A & Finance >US$20 Million corporation and one of the leading import and export companies in Vietnam. 14 Advising and reviewing a capital transfer contract between a leading local bank and an investment fund for an acquisition by the back of 70% capital in a foreign-invested company. Finance & Banking > US$ 12 Million Participating in negotiation process and 15 preparing contracts and necessary documents for investment cooperation to implement a project of construction of a complex apartment and trading centre with total of 5,400 m2 in Ward 11, Tan Binh District, Ho Chi Minh City between a local company and a foreign real estate investment fund. Real Estate & Finance >US$18 Million Participating in negotiation process and preparing contracts and necessary documents for investment cooperation to implement a 16 project of construction of a complex apartment and trading centre with total area of 14,000 m2 in An Phu Ward, District 2, Ho Chi Minh Real Estate & Finance >US$12 Million City between two local companies and a foreign real estate investment fund. Participating in negotiation process and preparing contracts and necessary documents 17 for investment cooperation of a real estate investment fund to invest into Mo Plaza project in Hanoi with the core investor being Real Estate & Finance >US$ 40 Million Vinaconex. 6

7 Participating in negotiation process and preparing share sales contracts in order to 18 acquire more than 19% of shares in a real estate company ready to list its shares on Ho Chi Minh City Stock Exchange. M&A & Finance >US$ 5 Million 19 Providing legal advice for an M&A case (100% equity acquisition) between a Korean cement producer and a local cement producer. M&A >US$1.5 Million 20 Providing legal advice for acquisition of the bitumen warehouse between a state owned company of Petrolimex and a multi-national oil company in Cua Lo, Nghe An Province M&A >US$2.0 Million Foreign Direct Investment (FDI) and Domestic Investment Project 1 Advise a leading smart phone and electronic products company headquartered in Korea in applying for new business activities related to manufacturing and distribution. Production and Distribution N/A 2 Advise a leading automobile maker from Japan in applying for new business activities related to manufacturing and distribution and setting up new branch in Ho Chi Minh City Production and Distribution >US$53 Million 3 Advise and assist DHL in registration of changes in ownership and legal representative. FDI and Corporate N/A 7

8 4 Advise and assist in Japanese software developer in setting up a subsidiary for software development in Ho Chi Minh City. Software US$50,000 Advise and assist a leading snack and 5 confectionaries of Indonesia in setting up a subsidiary in Ho Chi Minh City to conduct Distribution US$200,000 distribution services. 6 Advise and assist a Singaporean college in changing its project implementation location in Ho Chi Minh City. Education N/A 7 Advise and assist a Chinese animal food producer in restructuring its ownership and capital in its 3 subsidiaries in Vietnam and registration of such changes. Production >US$37 Million 8 Advise and assist a Swiss company in setting up a distribution company in Vietnam for watches, pens and other life style products. Distribution US$100,000 9 Advise and assist a Japanese paint company in getting the land lease, setting up a factory in Que Vo Industrial Zone, Bac Ninh Province. Production US$10 Million Advise and assist in setting up a joint venture company between a Japanese elevator 10 company and a Vietnamese construction company and constructing a factory for assembling elevators and escalators in Hanoi, Production US$5 Million Vietnam. Advise and assist a Korean textile company in 11 getting the land lease and setting up a textile factory in Kim Bang Industrial Zone, Ha Nam Province. Production US$4 Million 8

9 No. Name Area of Practice Value Advise and finalize land lease procedures to implement 02 investment projects in sanitary 12 ware, ceramic tile at Quang Minh Industrial Zone, Hanoi for a furniture and hygienic Production US$6 Million equipment company with the brand name called Picenza. Advise and assist a Italian pharmaceutical 13 company in getting the land lease and setting up a pharmaceutical factory in Lang-Hoa Lac High-Tech Zone, Hanoi Production US$10 Million 14 Advise and assist a leading Japanese automobile producer in applying for car retail distribution business in Ho Chi Minh City Distribution N/A 15 Successfully advice more than 100 FDI and domestic projects in Vietnam Construction, Real Estate and 1 Advice on EPC document and contract preparation for a fertilizer producer in Urea plant construction Engineering, Procurement and Construction US$200 Million Act as defending lawyer and authorised representative for a leading smart phone and 2 electronic products company headquartered in Korea in legal action related to distribution contract with a leading cell phone distributor in US$22,000 Vietnam. 9

10 3 Advice and assist a listed company in confectionary in Bien Hoa in dispute with insurer in a claim of insurance compensation for factory Construction, Engineering and US$8 Million fire. 4 Act as defending lawyer and authorised representative in a legal action in relation to payment guarantee obligation for a local leading real estate developer in Ho Chi Minh City. Real Estate and US$14 Million Advice and assist a listed company in industrial Construction and 5 zone in Long An province in a claim by its contractor for variation work. US$800,000 6 Advice and represent a Japanese company in a construction contract dispute related to a paint manufacturing plant with a Vietnamese construction company. Construction and US$1 Million 7 Advice and assist a construction company, that is sub-contractor, in Can Tho City in a dispute between its contractor association and the owner of a project financed by German Government. Construction and EUR208, Advice and represent a Vietnamese company in M&E contract with a Vietnamese-Japanese joint venture company. Construction and US$500,000 9 Advice and represent a company trading asphalt in a dispute related to asphalt sale and purchase contract with a construction company in Thanh Tri Bridge project. Construction Materials and US$1 Million 10 Advice and represent tenants in Quang Minh Vinh Phuc Industrial Zone in a dispute of infrastructure cost with the IP owner. Real Estate and US$2 Million 10

11 11 Advice and represent a Vietnamese Company in a dispute on capital contribution in a real estate project in Hanoi. Real Estate and US$2.5 Million 12 Advice and represent a real estate developer in a dispute with its clients in a villas project in Quang Ninh province. Real Estate and US$1 Million 13 Advice and represent for a hydro power joint stock company in 3 legal actions for claiming advance based on advance refund guarantees by a local bank for a construction company in 2 hydro power project in Lam Dong province. Construction and US$2 Million 14 Advice and represent for hydro power joint stock company in site clearance compensation with a tea planting and processing company in Lam Dong province. Land and US$12 Million 15 Advice and represent a multinational auditing company in 3 debt recovery claims against its clients in Vietnam. >US$100, Advice and represent a big-four auditing company in 2 debt recovery claims against its clients in Vietnam. >US$100, Advice and represent one of the world leading steel companies in contract disputes related to providing steel building solutions and steel products in Vietnam. Construction and >US$250,000 Advice and represent the leading Vietnamese 18 lighting equipment producer in contract disputes related to electric product distribution >US$850,000 contract 11

12 19 Advice and represent a state owned company in Hanoi for more than 10 contract disputes with its clients at the court and arbitration center Resolution >US$10 Million 20 Advice an IT and Mobile Company criminal proceedings against its employee s embezzement Criminal >US$500, Advice and represent a life insurance company in the criminal court of Quang Ninh Province as a related party in the embezzlement case Criminal >US$2 Million 22 Advice and act as lawyer of numerous individual clients in criminal proceedings at the investigation police, prosecution and court for economic crimes Criminal 12

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